sch.5-sec.55Delegation and board committees (CNL s178)

sch.5-sec.55 Delegation and board committees (CNL s178)

The board may by resolution delegate to: a director; or a committee of 2 or more directors; or a committee of members of the co-operative; or a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or a committee of directors and other persons; the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation. A power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation. A delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances. Despite any delegation under this rule, the board may continue to exercise the power delegated. If a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers. A committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting. A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote. (sch.5-sec.55-ssec.1) The board may by resolution delegate to: a director; or a committee of 2 or more directors; or a committee of members of the co-operative; or a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or a committee of directors and other persons; the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation. (sch.5-sec.55-ssec.2) A power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation. (sch.5-sec.55-ssec.3) A delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances. (sch.5-sec.55-ssec.4) Despite any delegation under this rule, the board may continue to exercise the power delegated. (sch.5-sec.55-ssec.5) If a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers. (sch.5-sec.55-ssec.6) A committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting. (sch.5-sec.55-ssec.7) A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.